Sweet 16
by virtgrad
Summary: Brainiac 5 was only gone a few seconds before he reappeared with the original Superman. Exactly how long was he really gone? COMPLETE
1. Proper Introductions: Green Arrow

My name is Oliver Queen. I wasn't sure about this so-called Justice League at first. Batman wanted me to keep these people honest. There's this Cadmus business looming over our heads. It's had me doubting my role as a member of the Justice League. The Batman and the Question are the best investigators we have on the case, but I still have my doubts. There are some bright spots. Besides Black Canary, I found myself becoming somewhat of a big brother to Supergirl. Today's a special day for her. Canary and I wanted to take her someplace to celebrate, but she wanted to be here of all places! Sometimes she can be just as much a killjoy as her big cousin.

"Heads up!" Supergirl's cry snapped me out of my thoughts. A giant piece of concrete was headed my way.

"Aw $#!" I sidestepped it just in time, but I tripped and landed right on the pile of rubble beside me.

"Sorry, Ollie. Are you okay?" She flew towards me and landed beside me.

Actually, I wasn't. I had hit my knee in that sensitive place and it hurt like crazy! Man, I hate that! I kept up a brave front because I didn't want to ruin her day.

"Yeah, Kid. I'm fine." I was rubbing my head as Kara helped me to my feet. I waited for the knee pain to subside before I tried to walk.

"Hmmm. Yeah so, where were you anyway? You seemed 100 miles from here."

She was right. Supergirl and I were in the training simulator room. I should have known better than to space out like that.

"You okay, Ollie?" This time it was Superman's voice over the loud speaker. He was observing from the simulation's control room.

"Yeah! Good to go, Clark!" I decided to change the subject. "I think Kara needs a greater challenge!"

"Yes!" She slammed one fist into the other hand. "I'm ready! Give me someone other than Queen Bee!"

"You heard the lady!"

"Alright," said an amused Superman. "How's this?"

He pushed a sequence of buttons and an attack drone appeared. It transformed into Atomic Skull.

"Much better!"

Before Kara could attack the drone, a giant glowing circle suddenly appeared. When the glow disappeared, some sort of robot was standing there. I don't know how he did it, but the simulated Atomic Skull was now lying dismantled at his feet. The robot's face and hands were green but most of his exterior was purple. He had short blonde hair huge purple eyes. Although his body was facing Kara and me, his attention was clearly on the control room. He even smiled a bit. I had never seen him before, but the symbol on his forehead and chest were those of…

"BRAINIAC!" Kara darted toward the stranger and left me in the dust.

"Yes?" His head turned to Kara. "Uh oh!"

He touched something on the side of his belt and was surrounded by a mini force field. Kara wailed on it as the robot tried to speak. His voice was calm and controlled.

"Please." WHAM

"Calm down." WHAM

"I'm not going to hurt you."

I reached out and grabbed Kara's arm before she could land another blow.

"Whoa there, Sparky, let's hear what he has to say."

The android sighed and said, "Thank you." Again, his tone was even. He dropped his force field.

"Yes, I am a Brainiac, but I am not the universe conquering Brainiac you are acquainted with. He is my distant ancestor. I am Brainiac 5, and I have dedicated myself to doing good to make up for my predecessor's crimes. I have come to get help. I have come for…"

"BRAINY!" Clark flew right up to the android and gave him a "Superman" hug.

"S-Superman!" As the "Brainiac" tried to talk, I stepped back with surprise.

For a moment they seemed forget that Kara and I were present. I felt her poking me in the ribs with her elbow.

"Just because he's seriously cute doesn't mean that we should trust a 'Brainiac.'"

"I'm not getting a bad vibe off the kid. Besides that, Clark seems to know him well enough." There was one more thing that I couldn't let go. "'Seriously cute', huh?" I winked at her. She huffed and turned her back on me.

There was a lot of playful banter on Superman's part. Their conversation was that of two good friends. From what I could pick up, Clark seemed to be quite fond of the little guy.

Soon enough, he was leading the android to us.

"I know that you guys have already met somewhat, but proper introductions are in order. Green Arrow, Supergirl, this is a dear friend of mine. Brainiac 5 is part of a team of superheroes from the 31st century."

I pushed past Kara. "Ah, a fellow glutton for punishment." I extended by hand to him. "Pleased to meet cha."

"Likewise, Green Arrow, Sir." He took my hand. "I assure you that I do not find being a superhero punishing. In fact, despite so-call pitfalls, it is ultimately most gratifying."

"I'm sure it is, Junior. Besides, don't call me 'sir.' It makes me feel old or like I'm in the military or something."

Brainiac 5 cocked his head to the side. "In a manner of speaking, Green Arrow, you ARE in the military or something."

Superman couldn't stop smiling. I found myself smiling as well. I had only known him for a few minutes, but I couldn't help but take a liking to this kid.

Now it was Kara's turn to push past me.

"Hi! Uh, sorry about…"

"Understandable," he cut her off.

They shook hands. She used her free hand and traced the "Brainiac" symbol on his chest with an index finger. That kid works fast doesn't she? His expression of bewilderment was priceless.

"So, Mr. Brainiac 5, is this visit business or pleasure?"

"Ummm. I- I- "

"I see," Kara mocked. "Well, it was nice meeting you." She walked back toward me.

The Brainiac 5 kid seemed lost in thought. It would be amusing to see how long he was going to stand like that, but I sensed some urgency in his visit. I decided to snap him out of it.

I cleared my throat loudly. I saw him come back to himself.

"Ah, yes…the mission…um, really important."

Superman seemed to get amusement out of seeing his friend fumbling for words. Brainiac 5 closed his eyes and stilled himself. He let out a sigh then straightened himself up. He then took one look at Supergirl and then at Superman as he began to tell his story. Despite his machine-like exterior, there was something about him that was almost childlike and… human.

Author's note: I know that the time frame from when Superman first arrived in Metropolis and the time Green Arrow joined the Justice League did not happen in a space of two years. Also, in the episode "Far from Home" in the Justice League Unlimited series, Kara is celebrating her 21st birthday not her 16th. I just changed everything around for storytelling reasons. After all, this is just a fanfic. It's not canon. Umm kay?


	2. Proper Introductions: Supergirl

My name is Kara Zor-El. The life that I once knew is gone. So, I had to make a new one on this place called Earth. I learned to adopt many Earth customs. Many are very interesting. Take today for example. It's called my Sweet 16. Arrow and Canary wanted to take me out, but I wanted to train. Actually, I just wanted to get Clark's approval. I know that he is proud of me, but I wondered what would it take to get him to actually say it.

Clark was operating the simulation program from the control room. He had sent out "Queen Bee" as my first opponent. I covered a fake yawn with one hand, and one punch from the other hand sent the drone flying into the "sidewalk." A piece of concrete broke free and had launched itself in Ollie's direction. He didn't even notice and seemed to be deep in thought.

"Heads up!" I yelled. He snapped out of it and dodged just in time. I saw him fall and hit his knee. Ouch! Right in that funny bone part! I hated that feeling!

"You okay, Ollie?"

"Yeah, Kid. Fine." He was talking between clinched teeth.

I helped him to his feet. He gave a cheesy laugh and an even cheesier grin. What is it about men? If he wanted to play macho then fine!

"Hmmm. Yeah so, where were you anyway? You seemed 100 miles from here."

"I think Kara needs a greater challenge!" Ollie shouted.

"Yes! I'm ready! Give me someone other than Queen Bee!"

He sent me an Atomic Skull drone this time.

"Much better!" I tried to sound enthusiastic but I was really disappointed. I was hoping for a better opponent. Still, I figured that I had to crawl before I could walk. Eventually, Clark would see what a great fighter I am. He might even run the "Kalibak" program. Before I could attack the drone, a glowing circle thingy appeared. When the glow disappeared the simulated Atomic Skull was trashed. There was an android standing over it. It didn't seem to notice Ollie or me. What I saw had me frozen in fear. It was Brainiac! I couldn't believe that he would show himself here at Justice League headquarters! He was looking at Superman. He smiled. He was probably planning on attacking Clark at any minute. Not if I had anything to say about it and I did!

"BRAINIAC!" I charged toward him.

"Yes?" His head turned to me, but I wasn't about to give him the chance to attack me or Clark.

I landed the first blow but I hit something hard. It felt like a force field. I kept pounding away at it. Sooner or later the shield had to give. He was saying something, but I couldn't make it out. I was so bent on taking his head off!

I felt a hand grab my wrist. Ollie spun me around to face him.

"Whoa there, Sparky, let's hear what he has to say."

Brainiac sighed and said, "Thank you." He dropped his force field.

"Yes, I am a Brainiac, but I am not the universe conquering Brainiac you are acquainted with. He is my distant ancestor. I am Brainiac 5, and I have dedicated myself to doing good to make up for my predecessor's crimes. I have come to get help. I have come for…"

"BRAINY!" Clark flew right up to Brainiac and gave him a bear hug.

"S-Superman!" As this Brainiac 5 thing tried to talk, Ollie and I stepped back.

I poked Ollie in the ribs with my elbow.

"Just because he's seriously cute doesn't mean that we should trust a 'Brainiac.'"

"I'm not getting a bad vibe off the kid. Besides that, Clark seems to know him well enough. 'Seriously cute', huh?" He winked at me.

I turned back to the dynamic duo. They carried on like Ollie and I weren't there. I studied Brainiac 5 first. I wanted to see Brainiac punished for his crimes! It would be noble to say that I wanted justice. That would be a lie! I wanted vengeance. I wanted Brainiac's deactivation to be slow and painful. Sometimes thoughts like that scared me. I want to be a hero but this was a sore spot with me. Something was different about the Brainiac standing before me.

Watching him and Clark was like watching two college buddies meeting for the first time in years. The scene between these two was intense! Brainiac or not, Clark really liked him.

Ever since that brawl he had with Captain Marvel, Clark hadn't been smiling much. He was a contender with Batman in the brooding department. That's one of the reasons I wanted to do a training simulation today. Besides wanting his approval, I wanted to make Clark happy. Now, he was smiling, laughing, and clearly enjoying this Brainiac's presence. It almost broke my heart. The last time I saw Clark this care-free was when he, Ma, Pa, and I were opening Christmas presents. Anyone who could bring out this side of Clark was welcome in my book. If he could trust this Brainiac, then so could I. All of my anger and frustration vanished. I just couldn't hate this Brainiac whatever anymore.

Clark was leading Brainiac 5 toward us.

"I know that you guys have already met somewhat, but proper introductions are in order. Green Arrow, Supergirl, this is a dear friend of mine. Brainiac 5 is part of a team of superheroes from the 31st century."

Ollie brushed past me. "Ah, a fellow glutton for punishment. Pleased to meet cha."

"Likewise, Green Arrow, Sir." They shook hands.

The rest of the conversation was lost on me. I couldn't take my eyes off of Brainiac 5. Those big two-toned purple eyes of his were quickly wearing down my resistance to his cuteness. He kinda reminded me of Jimmy Olsen. I wanted to meet him! I brushed past Ollie and walked up to Brainiac 5.

"Hi! Uh, sorry about…"

"Understandable."

We shook hands. I leaned against him and wrapped my arms around one of his. He tried to pull back but I held on. I was just teasing him but he didn't seem to notice. I decided to go for it. As I traced the "Brainiac" symbol on his chest with my index finger, his eyes grew wide and his mouth was agape.

"So, Mr. Brainiac 5, is this visit business or pleasure?"

"Ummm. I- I-"

He looked away from me and toward the guys. I was really enjoying this!

"I see," I mocked. "Well, it was nice meeting you." I was feeling proud of myself.

He then tried to talk about why he was here. After jumbling his words he closed his eyes and took a breath. When he opened his eyes, his face was serious. I mean "Batman" serious.

He shot me a look. It was a warning as if daring me to try something like that again. He doesn't know me very well, does he? I was up for the challenge. Despite his resemblance to his great-great grandfather, there was something about him that I thought was…attractive.


	3. Proper Introductions: Brainiac 5

My name is Querl Dox. I am from the 31st century. The future is not as idyllic as many in the 21st century would like to believe. My teammates and I are facing insurmountable odds and the world as I had come to know it is being threatened with extinction. Even with Superman X's help, we are at a disadvantage. Our numbers have dwindled due to injury or imprisonment. It was Bouncing Boy who implied that we get the "original" Superman. With the other Legionnaires in agreement, I activated the Time Bubble.

Traveling through the time stream was always disorienting, but I remained focused on the task at hand. All I could think about was seeing Superman again. I had decided to go to a point in time where he had better utilization of his powers. I also assumed that he would have known about Brainiac as well. It was the moment I had dreaded for the last two years. I needed Superman to see me for who I am and not my pedigree. I could not fathom that Superman would hold that against me…but still. Whatever happens, I was ready to face him.

I rematerialized in a city. Actually, I recognized it as more of a simulation of Metropolis. There was also an attack drone. I quickly downloaded a small class virus into it. It fell apart immediately. I looked up and saw Superman at some sort of control panel. Our eyes met. I could see the look of surprise on his face followed by a big open-mouthed smile. I was going to fly up to meet him when I heard a female's voice.

"BRAINIAC!"

Instinctively, I turned in the direction of the voice just in time to see a girl flying at me. I activated my force field as she began pounding. I then realized that it was Supergirl.

I tried to reason with her, but her attack was relentless. Finally, someone approached her from behind and calmed her down. It was the Green Arrow. He told her to calm down and let me talk.

Reluctantly, she turned to face me with her arms crossed. I learned that such human gestures meant defensiveness. Her eyes were full of accusation, hatred, and pain. Supergirl's reaction could only mean that both she and Superman have encountered Brainiac 1. My courage left me temporarily. I wondered if I had made the right decision. Still, I introduced myself but before I could elaborate, I was caught up in Superman's crushing hug.

"BRAINY!"

"S-Superman!" It was difficult to talk but I relished the feeling.

As he loosened his grip, I returned his embrace. Emotions are capricious and therefore unreliable! Logic is absolute! Even so, I forgot myself for a moment. I was overjoyed that Superman greeted me with such enthusiasm. Since the last time I saw him, I tortured myself thinking about different scenarios where Superman pointed an accusing finger at me or had attacked me the way Supergirl had just done. I had tried to dissipate my fears these last two years by designing the "Superman" simulations. I designed them so that the holo-Superman and I would fight together. Afterwards, he would affirm my humanity and my desire to be absolved of my ancestor's tainted name. My earlier apprehension was gone. All of those simulations of Superman that I had designed could not compare to the sheer wonder this moment!

"Brainy." The way he said my name was a raspy whisper. His smile was open as he held me at arms length. "It's so good to see you! You look so different!"

"Change is inevitable, Superman."

Superman gave a hearty laugh, put a hand on my head, and ruffled up my hair. When I first decided to wear my hair short, the others would do the same thing. I found this as infuriating as when they first started calling me "Brainy." From Superman, I appreciated the gesture.

"Same ol' Brainy! The more things change, huh? You look like Brainiac 5.1."

"Actually, I prefer 'Brainy' over 'Brainiac 5.1'"

Superman got serious and changed the subject.

"Brainiac 5, I understand why you kept so many things about my life from me. What I don't understand is why did you really think that I could hate you for what Brainiac did?"

I knew Superman would think that, but to hear those words had cut me. I searched my vast memory banks just to come up with one good reason. I rationalized that since I hadn't been around humans for but a few years, I underestimated their capacity for forgiveness and compassion. This might have been true when I first joined the Legion, but I have had enough experience with humans and with Superman to know better. For all my knowledge, for all the data that have been passed down through the Brainiacs for nearly a millennium, I didn't have one good answer.

"We'll talk later, Brainy."

With his hand on my shoulder, he guided me to the others.

"I know that you guys have already met somewhat, but proper introductions are in order. Green Arrow, Supergirl, this is a dear friend of mine. Brainiac 5 is part of a team of superheroes from the 31st century."

The Green Arrow was first to shake my hand. After a bit of small talk, Supergirl walked up to me.

"Hi! Uh, sorry about…"

"Understandable." I understood her anger. Some of Brainiac's memories had been downloaded into me. I can remember the destruction of Krypton as if I had been there. The faces were painted with fear as their flames were extinguished. The inhabitants of the sister planet Argos perished soon afterwards.

We shook hands. She leaned against me and wrapped her arms around one of mine. This development was unexpected. I tried to pull back but she held on. I did not have a heart in a sense that I had a beating organ in my chest, but my instruments indicated that my internal temperature was rising. I was at a loss for words as she traced the "Brainiac" symbol on my chest with her index finger.

"So, Mr. Brainiac 5, is this visit business or pleasure?"

"Ummm. I- I-"

"I see. Well, it was nice meeting you." She was mocking me. I couldn't believe how quickly she had disarmed me.

Green Arrow's gesture brought me out of it.

"Ah, yes…the mission…um, really important."

This development was most embarrassing. I had always prided myself on my eloquence. There were very few moments in my life in which I didn't know what to say. The embarrassment of being caught by Lightning Lad and the others as I walked out of one of my "Superman" simulations comes to mind.

I collected my thoughts. I told myself, _Remember who you are. You are Brainiac 5_. Yes, yes. I alone am Brainiac 5 of Colu! I am not an extension of my intellect or my emotions, I am their master. I looked at her briefly. I was determined never to let her catch me off guard like that again. My purpose was to intimidate her, but she merely stood there with a hand on her hip and a smug look. Despite Supergirl's overt coquettishness, there was something about her that was…intriguing.

* * *

Here's an excerpt from the next chapter "The Greater Loss" 

His large magenta eyes dared me to answer him. I think we both knew that there really wasn't a good answer to his question. All of my training in the Justice League had taught me that when dealing with people in a moment of crisis, it is sometimes best not to say anything. Sometimes words fail and can do more harm than good. I kept silent. He seemed to understand. His expression softened and he smiled as he turned to face forward again.

I didn't know what moved me more, the fact that he had opened up to me or the fact that he had just called me Kara. I never would have guessed that this normally calm and reserved robot boy could be so conflicted inside. It's like he was a walking paradox! He was fighting a battle that all the training simulations in the world could never prepare me for.


	4. The Greater Loss

**The Greater Loss** (Narrated by Supergirl)

How would Brainiac 5 act if he ever let his guard down and enjoyed himself? Let's find out, shall we? An evening with the Kents, an altercation with the Smallville locals, and a heartfelt confession…

* * *

"Kara, this is not a good idea! Let them do their job. They'll be back in a few seconds." 

"So what's the hurry, Ollie? Why not let him have a little fun before they take off?"

Brainiac 5 had told Clark, Ollie, and me about this Imperiex guy and about the Superman clone. Clark and Brainiac 5 would have left right then, but I wanted Brainiac 5 to stay a little longer. They didn't seem to mind, but Ollie wasn't buying it. Eventually, he backed off. I walked up to Brainiac 5.

"We'll be back, Clark, Ollie. First, we need to do something about those Brainiac insignias."

My cape was small enough so I took it off and folded it into a makeshift bandana. I held it up to Brainiac 5's forehead. His confused expression was so cute!

"You're not serious."

I couldn't help but smile as I tied it around his head. I stepped back.

"Hmmm. Not bad. Now for the chest. Be right back, okay?"

I picked up a pebble off of the ground. I gently flicked it in the air.

"Here, catch."

I ran through the tower at super speed and into my room. I changed into regular clothes and began looking for something for Brainiac 5.

"Ah ha!" I found my favorite jacket and ran back into the simulation room just in time to see Brainiac 5 catch the pebble.

"Show off." Ollie grumbled.

"Here you go!"

I handed him the jacket. He slowly held the jacket up and arched an eyebrow.

"It's so…pink. My Little Horsies?"

"Yep. This is Princess Sassafras." I pointed to the purple winged unicorn on the back of the jacket. "She's my favorite."

As he looked at me disbelievingly, I gave him the puppy dog eyes. He sighed and put it on. I zipped it up. As we turned to face Clark and Ollie, Ollie just shook his head.

"Kara. As your friend and mentor, I just have to say that this is by far the worst disguise I've ever seen! Are you TRYING to get him caught?"

Clark chucked softly. "Have fun, you two."

"Thanks, Clark." I grabbed Brainiac 5's hand and led him to the transport room.

"Supergirl, I fail to see the logic in going to the transport room and risk my being discovered when I can just use the time bubble."

"Maybe I just want to show you off."

He narrowed his eyes.

"Or maybe you think that I'm going to use it and go back to the future with Superman without you knowing."

"The thought crossed my mind," I said unapologetically.

I saw the Flash down the hall. He caught sight of us and ran right up to meet us.

"Kara, sup?"

"Flash, this is..."

"Vril. My name is Qurel Vril."

"He's my date," I said proudly.

"All right!" He reached out and ruffled Brainiac 5's hair. "What's up with that bandana? Hey, nice jacket. My Little Horsies, huh?"

I pushed past Brainiac 5.

"Oh my gosh, Flash, you like My Little Horsies too? Did you see the last episode?"

"Yeah, that was wicked awesome! It's the best Saturday morning cartoon out there! Princess Sassafras is my favorite."

"Get out!"

"Oh yeah! I've been thinking about posting some My Little Horsies fanfiction."

"Let me know if you need a beta reader."

"Sure thing." He turned to Brainiac 5. "Nice to meet you, Mr. Cubix, uh Quebec, Quark uh- I'm gonna go now." Flash then speed off to do whatever it is that Flash does.

Brainiac 5 stood there with his eyes wide open.

"I have read just about every history file about Earth's 21st century pop culture. Still, your earthly ways can be very strange to me."

I just smiled. We entered the transport room.

"Mr. Terrific?"

"Yep! I'm filling in for the Martian. Happy Sweet 16 by the way! Are you doing anything special?"

"As a matter of fact I am." I wrapped an arm around Brainiac 5's waist. He played along and put his arm around my shoulder.

"Vril, meet Mr. Terrific! Mr. Terrific, meet Vril!"

They shook hands.

"Nice jacket…and bandana."

"So I've heard," he said dryly. Brainiac 5 then walked over to the transport console. He punched in a set of coordinates. "Could you send us here?"

Mr. Terrific looked at the coordinates.

"You certainly know your way around the console."

"Machines are my hobby."

"I see. Alright, step on the platform."

I picked up Brainiac 5 and flew him to the transport pad. After I set him on his feet, he turned to me.

"That was unnecessary, I am quite capable of flight."

"Maybe I was just trying to cop a feel. We're ready, Mr. T."

"Please, don't call me that!"

The familiar surroundings of the Watch Tower faded and were replaced by another set of familiar surroundings. I couldn't believe it!

"What? Why would you want to come here?"

Brainiac 5 didn't answer me. He walked up to the "Welcome to Smallville" billboard and slowly ran his hand over the surface.

"Hey, Robo Freak! Nice jacket!"

We turned at the sound of the voice. Three high school guys were riding in a pickup. The driver tossed a soda at Brainiac 5 and the liquid got all over my jacket! They laughed as they drove away.

"Smallville sometimes has small minds. I'm sorry, Brainy."

He raised an eyebrow and looked at me. "Is it 'Brainy' now?"

I was about to say something, but he cut me off. "It's okay. Let go."

"Where to?"

Later…

I rang the doorbell. Ma answered the door.

"Kara!"

"Hi, Ma!" I ran into her arms.

"It's so good to see you! Oh, my. Who is this?"

"This is Vril, Ma. He's my date!"

Ma gasped. She clasped her hands and brought them to one side of her face.

"Oh, Kara, he's adorable!" She reached out and ruffled Brainy's hair. "Kara? Isn't that your favorite jacket? Goodness, what happened to it? We need to wash this."

Brainy was trying to straighten his hair back out when Ma reached up and let the zipper down. It would have been so easy to use my super speed and stop her, but Brainiac 5 and I were like deer in the headlights. Her eyes widened and she froze as his "Brainiac" symbol was revealed. Brainy and I were frozen with fear as well.

"Martha? Is everything alright down there?" Pa called from upstairs.

For a moment more, she looked at the symbol. Brainiac 5 and I still didn't move.

"Fine, Jonathan!" She called back.

She smiled tenderly and zipped up the jacket. Then she reached up and cupped one side of his face. Their gaze met. She lifted up the bandana with her other hand and leaned over to kiss his forehead.

"Everything's just fine!" She readjusted the bandana.

"Who is it?"

"Kara's home, and she brought a special guest!"

"I'll be right down!"

Ma looked at us.

"So, what brings you to our humble abode?"

Brainiac 5 seemed timid and spoke softly.

"I was hoping for some of your famous chicken noodle soup."

Her face lit up.

"Of course, of course! I just so happen to have a pot of it on the stove!"

She took Brainy's hand and led him to the kitchen. Ma stirred the pot and let him taste a spoonful.

"How do you like it?"

He closed his eyes. "Mmmm. The legends are true!"

Ma giggled and blushed. The rest of the evening was with filled laughter and recounts of Clark's early years. Brainiac 5 was beaming and he even laughed at some of Ma's and Pa's stories. Hours later, we said our goodbyes. Ma gave Brainiac 5 a small Tupperware bowl of leftover soup.

"A little snack for later. Take care of yourself, Sweetie."

He put the soup in one of the jacket pockets. There was a look of understanding between them and no other words were said.

Later…

"This was a great idea, Brainiac 5! I really had a good time! Before we go, let's stop by this diner." I led him to the double doors.

"We just ate." He protested.

"Yes, but you gotta try the house dessert special. It's just pecan pie, but it's the best you'll ever have in this century!"

We sat down on the bar seats at the counter. The waiter looked at Brainiac 5 nonchalantly.

"Neva seen a robot boy eat befoe. Come ta think of it, I neva seen a robot boy befoe. Nice jacket. Ya need to wash that 'cause them My Little Hoses ain't nuthin' to play with! So, whad a ya havin'?"

I ordered one slice of pecan pie. The sound of the doors being forced open caught the attention of everyone in the diner. It was the boys from earlier. As they were walking towards us, the waiter had set a slice of pie in front of Brainiac 5. He picked up a fork and knife. The boys came and stood behind him.

"Hey there, Robo Freak. Tell ya what. Whatever you do to that slice of pie, we're gonna do to your robot face!"

Brainiac 5 ignored them and positioned the knife within an inch of the pie. The boys each took knives and held them within an inch of his face.

"Remember, whatever you do to that slice of pie, we're going to do the same to your face!"

Brainiac 5 set the knife down, leaned over, and kissed the slice. He then turned around. The evil smirk on his face was just too obvious! He started making kissing sounds. The boys were horrified.

"Awww, Dude! No way! Forget this!"

They quickly walked out of the diner. When they left, the diner was filled with the cheers and applause of the staff and patrons. I threw my arms around Brainy's neck.

"That was awesome, Vril! Way to think on your feet!"

The commotion was still going on when the waiter set another slice of pie in front of us.

"This one's on da house." He smiled.

After the diner, we stopped by the high school football field and sat on the bleachers. He leaned against the bleachers behind him. He then put his hands behind his head and crossed his legs. For a moment he looked up to the sky then closed his eyes. His expression was so peaceful.

"I'm guessing that most people don't ever see you like this."

He shook his head.

"Why now?" I pressed.

"Smallville." His eyes were still closed and he spoke as if talking more to himself than to me. "It's not my first time here, but this time I had a chance to savor it; the town where Superman grew up. The evening with the Kents, the people who raised Superman, was something I never thought I would experience."

"Are you serious? You sound like some Superman fanboy!"

He ignored me and continued.

"I feel comfortable around you."

I felt myself getting flushed. "W-why?"

He sighed.

"All you knew was that the symbol of 'Brainiac' is associated with evil. That's all many people know. I've worked hard to change that in my century. Did you see the look on Mrs. Kent's face when she first saw it? Eventually, she came to accept me. She even treated me like a son. It meant so much to me." He took the Tupperware bowl from the pocket and examined it.

"Mother's intuition," I shrugged.

He put the bowl back into the pocket.

"Outside of the Legion, that type of acceptance is rare for me. There really is honor in being a Brainiac and I love being a Brainiac. It is my blessing. It is also my curse. I revel in the knowledge that has been passed down to me, but I am grieved by the memories of Brainiac's crimes. In a sense, I was there when Krypton blew up. I was there when Argos was thrown out of its orbit. I was there as Brainiac callously took the lives of billions just to fulfill his 'programming.' Being here with you, a survivor of those crimes, somehow feels…"

"Go on."

"I don't know how to say it. I just-it just feels right somehow."

"I see. Do you have any idea what it's like to wake up one day and the life that you once knew no longer existed?"

"Actually…I do." He sat upright and turned to me. "I am reminded of a story from the history texts. It's about a son coming home to see his mother for the first time in years. There are two versions. In the first one, the son is riding down a dirt road on his motor bicycle. His mother is watching from the porch of her living establishment. She then sees a chicken cross the road."

"You're kidding me!"

"Wait for it. The boy veers to try to avoid hitting it. In his attempt, he is loses control of the bike and is thrown off. He breaks his neck and dies instantly. The mother, as you can imagine, is horrified. She spends the rest of her life mourning the loss of his physical presence but takes comfort in the fact that he loved her. Still with me?"

"Uh, yeeeah. Is there a point to this, because this story is seriously bumming me out!"

"Stay with me. In the second version, everything is the same up until the chicken part. This time, the boy does not see the logic in endangering himself just to save a fowl. He hits the animal and it dies. The mother is horrified that he would kill one of her animals. She runs to him screaming. The commotion catches the attention of the neighbors. Knowing that they were watching, the mother makes a spectacle out of her son. She humiliates him and berates him in front of everyone. She even goes so far as to beat him with the dead animal. The boy turns and leaves. He never tries to contact his mother except to send her money. She never sees him again. She spends the rest of her life mourning not for the physical loss of her son but for the loss of his love. She knows that somewhere he was alive, but she is unable to connect with him."

I somehow began to see where Brainiac 5 was going with this, but I let him continue.

"The moral of the story is actually a question. Which is more painful? Is it to lose the people you love knowing that they loved you in return or is it to have them alive and well while hating the very fiber of your being? You had the love of your people, Supergirl, and they knew that you loved them. For you, there is a sense of finality. For me, it never ends. I am known as the 'Hated of Colu.' My mother abandoned me. My people resent me. I had to leave there. It even frightens me to think of rejoining them. If I did, it would mean losing my individuality, losing myself. Still, a part of me longs to fellowship with them on an intellectual level, to share my ideas, and to share knowledge because that is what a Coluan does! I can never go back! I can never really be at peace with humans because I'm not one! I can never really be at peace with my people because I think too much like a human! Humans are so close yet so far from me! Tell me, Kara, which of us has suffered the greater loss?"

His large magenta eyes dared me to answer him. I think we both knew that there really wasn't a good answer. I didn't know what moved me more, the fact that he had opened up to me or the fact that he just called me by my real name. All of my training in the Justice League had taught me that when dealing with people in a moment of crises, it is sometimes best not to say anything. Sometimes words fail and can do more harm than good. I kept silent. He seemed to understand. His expression softened and he smiled. He turned to face forward again.

Who would have guessed that this normally calm and reserved robot boy could be so conflicted inside? He was fighting a battle that all the training simulations in the world could never prepare me for. I leaned against him and laid my head on his shoulder. As I, shifted to get more comfortable, I felt him lean his head over until his cheek was resting on the top of my head. He was smiling. I decided to let him enjoy this moment while it lasted. Ollie was right. I should have let Brainiac 5 and Clark leave earlier. I felt like a heel for what I was about to do.

* * *

Four chapters down and two to go! (fyi- Vril is the name of Brainiac 2) 

Excerpt from the next chapter: "How to Defeat Superman without Kryptonite"

I respected Clark and I even liked playing surrogate Superman to Kara. The Brainiac kid really grew on me too. He was arrogant and too sure of himself, but he had an innocence about him that made him likable enough. Seeing him like this was as painful to me as it was to Clark.

I knew the kid's type. People like him keep their feelings buried. All it takes is the right set of circumstances or words. Then, like a bomb, they explode with raw emotion…like what just happened. The outcome is almost never good. Brainiac 5 was embarrassed. He pushed Clark away and lowered his head.

"I think that it's time to go, Superman." He was talking in his normal even tone, but he couldn't look Clark in the eye.

He was about to activate his time travel gizmo when Clark closed his hand around Brainiac 5's fingers. The android looked up tentatively at him. There was sadness in Clark's voice.

"Go talk to her."

Brainiac 5 sighed. "Alright, Superman, for you."

"No, Brainy, for you."

Author's note: Two things. First, though the mother/son story is fiction, I didn't make it up. I read it back in the 7th grade. I tried to google it, but I couldn't find the title. I just wanted to give credit where credit is due.

Second, the scene where Brainy kisses the pie is based on true events. A black man living in the post-segregated South was eating in a diner. A trio of white men threatened to do to him whatever he did to his meal. So, he bent over and kissed it. Again, I just wanted to give the story its credit.


	5. Defeat Superman Without Kryptonite!

**How to Defeat Superman Without Kryptonite!** (Narrated by the Green Arrow)

"Any fours?"

"Go fish."

Clark sighed heavily and reached for another card. We had decided to wait for the kids in his quarters. He was trying really hard to be cheerful, but I could tell that he was worried.

"Clark, the last time you checked with Mr. Terrific, they were at some diner in Smallville. They'll be fine."

"I wonder what the locals think of Brainy," he said as he reshuffled his hand.

"Seems to me that you should be more concerned about what Kara thinks of the kid."

"What's that supposed to mean?"

"I'm saying that your hands off policy concerning Kara is doing more harm than good, and your joyful reunion with the Brainiac kid is not helping matters."

Clark put his cards down and so did I. We both seemed to have lost interest in the game.

"When was the last time you spent any quality time with her?"

"I don't want to pry into her life, Ollie. I don't want Kara to think that I'm being overprotective. That's why I've kept my distance."

"Therein lies the problem."

"What?" Clark was incredulous.

"You're just too distant."

"I didn't want her living in the shadow of being Superman's cousin."

"This may shock you, but she's proud to be your cousin."

Clark pressed on.

"I've tried to step back and let her develop into her own person."

"She is her own person, Clark, but she's jealous of Brainiac 5. Think about it. Here she is training her head off just to get your approval or even to get you to crack a smile! Then, out of the blue, this Brainiac comes along and you smile more greeting him in those few minutes than in the last few months you've been with Kara."

"I-I didn't realize that." Clark shook his head slowly.

"I wanted to stay out of this, but I'm telling you this as a friend. As soon as those two get back, leave! Don't worry about Kara and me. Just leave!"

"But…"

"He said, 'Leave,' Clark!"

Clark and I turned around at the voice.

"Batman?" Superman stood up. We didn't even hear him come in. That's Batman for ya!

"What are you…"

"You two, with me. NOW!"

Batman certainly had a way with words. I picked up the cards and followed Batman to the founding member's conference room. The other founding members minus Shayera were sitting at a round table.

The Green Lantern was the first to speak.

"Batman showed us the training room surveillance tapes. Mind telling me why you two knowingly let a Brainiac loose in the Tower?"

Flash spoke up.

"Hey, I ran into him when I was on my way here. He seems like a nice enough guy, GL."

Clark was quick to defend Brainiac 5.

"Look, John, this Brainiac is not who you think he is. He has very good intentions."

"My people have a saying that the road to Tartarus is paved with good intentions," said Wonder Women.

Now it was the Martian's turn to speak.

"For what it's worth, Superman, we do believe his story. It's obvious from the training room surveillance tapes that you have had dealings with him before. However, he is a danger to himself and to the Tower. What if Brainiac finds out about him? We've been monitoring Brainiac 5 since he and Supergirl left the Tower. Fortunately, the people of Smallville weren't alarmed by his presence. They think that this "robot boy" is just another government experiment. He had a run-in with some of the local teenagers, but he handled himself well. The others on this station who saw him think that he's a more advanced version of our mindless automatons wearing Kara's clothes. Apparently, they decided that it's best not to ask questions."

Batman turned on a monitor. There were Kara and the Brainy kid sitting on some bleachers. She was leaning on him and his cheek was resting on her head. I gotta admit that these two were kinda cute together.

"We asked Mr. Terrific to fill in for Jon. He is the only other person who knows about this. He was concerned that the Brainiac knew how to work the transport console."

"He has a 12th-level intellect, Batman, and he is from the 31st century. Our technology must seem primitive to him!" Clark spoke defensively.

"Even so," Batman continued, "We did a sweep of all systems just to be sure that he didn't download anything. His 31st century knowledge puts us at a disadvantage. There could be a sleeper virus or malware that our systems can't detect. We will have to scrap everything and rebuild the software from scratch. We have to clean up his tracks and remove any evidence that there was a Brainiac on board. He cannot be allowed back on the Tower. Go to Smallville and do what you have to do."

"Gladly," Clark said dryly. "Let's go, Ollie."

Superman turned and walked away. I followed him to the transport. Mr. Terrific caught sight of us and nodded his head. As we stepped on the transport console I heard Clark say, "They don't know him like I do, Ollie. They just don't understand."

The Tower vanished and we rematerialized right in front of them Kara and Brainiac 5. They caught sight of us and sat up.

"Clark? Ollie? What are you doing here?"

"Something's come up, Kara. Brainiac 5 and I need to go."

Brainiac 5, who was glowing a few seconds ago, seemed disappointed. He climbed down off of the bleachers and walked up to Superman.

Kara just sat there for a moment. As Brainiac 5 took off the makeshift bandana and jacket, something in Kara's expression changed. I saw anger. She flew up to Clark.

"Wait! Before you go, I need to say something."

I grabbed Kara's arm. I knew what she was planning.

"Kara, don't do this," I pleaded.

She jerked her arm out of my grasp.

"Do what, Ollie? Tell HIM the truth?" She pointed a finger at Clark. The way she said "him" was cold as steel. She turned to face him.

"Tell me, Cousin! Just tell me how could a Brainiac have this much of an impact on you and not your own kin?"

Clark was stunned. He looked at me as if to say _You were right!_ I decided that I had played the part of Superman's and Supergirl's conscious long enough. When I was marooned on that island, I had been bitten by…something. Whatever it was, it left a festering wound on my leg. For days, my leg was swollen. One day the wound drained. The thought makes my beard curl. It wasn't pretty, but my leg did feel better. It was time to let this wound drain and it was about to get ugly.

Kara put her fists on her hips in a classic Superman-like stance. Her voice went octaves lower the way most women's do when mimicking a man's voice.

"Hi, I'm Superman. You may think I'm an all American super-powered boy scout. What you don't know is that around my family, I am a mild-mannered emotionally constipated newspaper geek."

"Kara, that's enough!" Clark spoke though clenched teeth.

She was back to her normal voice.

"What did you think that I wanted, Clark? Did you think that I wanted us to be a team, a dynamic duo? Maybe we could call ourselves the Supercousins!"

Brainiac 5 stepped in between them. His back was toward Clark as he faced off with Kara. I couldn't help but smile at the irony of it all; a Brainiac defending Superman's honor. He had a smirk on his face as he spoke.

"Looks like the history tapes weren't so far off about you. You had so much potential to be as great a hero as Superman. Perhaps if you weren't so 'boy-crazy,' you might have actually..._Ugh_!"

Kara had shoved him knocking him into Clark's chest.

"Boy-crazy? Ha! You should talk! Don't even get me started, Mr. Superman fanboy!"

"I, and others from the 31st century, admire Superman," he said calmly as he straitened himself up.

"So do I, but your fanboyism comes off more like some Superman boy-crush!"

Brainiac 5's smirk was gone. Kara didn't wait for him to respond. Something flashed across her face. I could tell that she had figured out Brainiac 5's weak spot and she was going for it. She talked in a sickeningly sweet voice. It was the kind of voice you knew couldn't be trusted.

"What kind of show are you running in the future anyway, Genius? I mean this is the second time you had to get Clark. Don't worry. It's okay to admit that you were too incompetent to solve your own problems."

Brainiac 5's eyes widened at Kara's accusations. She traced the symbol on his chest as she continued.

"Oh, I get it now. I bet that you screwed everything up on purpose just so you could come back for your precious Superman. Speaking of which…" She looked past Brainiac 5 to face Clark. "Does Jimmy know that he has competition for the position of 'Superman's pal'?"

Brainiac 5 looked as if he were about to say something, but he brushed her hand off and walked away. Now it was just between the Supercousins. The anger in her voice was gone. She spoke softly as she stepped closer to him.

"I might not ever be a hero of your caliber, Clark. The future might not speak of me as highly as it does of you, but I don't care! You're the only family I have left. You think that by keeping me at a distance, it won't hurt as much if anything were to happen to me. I understand, but you're so wrong. If anything were to happen to me, you would only hate yourself even more. Oh, Kal-El!"

Kara had nailed it! She buried her face in his chest and held him tightly. Clark lifted up his arms as if to embrace her, but he hesitated. His arms shook and he let them fall to his side. Even now, Clark was still unable to let Kara get close to him. Kara released him and stepped back. She took one last pained look at him before flying off. I could tell that Clark was still trying to process what just happened when Brainiac 5 spoke up.

"I am Brainiac 5, am I not, Kal-El?"

Clark now turned to face Brainiac 5. The kid was just standing there clenching his fists and looking down. Clark raised an eyebrow. He reached out tentatively and put a hand on the kid's shoulders.

"Brainy?"

"You must think that I'm a failure, don't you? Supergirl was right! They were counting on me! I thought that my plan was perfect! I took out Imperiex's energy core, but I didn't factor in a backup. He's wiped out reality and it's all my fault!"

He fell on his knees. His eyes were shut and his fingers were laced though his hair as though he had a bad headache.

"My plan failed because I wasn't smart enough! I just wasn't…"

He opened his eyes and reached out as if trying to grab something.

"I'm sorry, Triplicate Girl, Saturn Girl, Matter Eater Lad…everyone!"

I didn't know who these people were, but I guessed that they were his teammates. Hopefully, they still are. Horror crept across his face and he recoiled. His voice was strained with emotion as he spoke.

"No. It's not true. Everything I've done…it wasn't enough."

Superman knelt down and put an arm behind Brainiac 5's shoulder. He leaned him back and took his hand.

"I have failed, Kal-El. How could I be so naïve to think that I could redeem the name 'Brainiac?' Once a Brainiac, always a Brainiac. I-I-" He trailed off and his body went limp.

I couldn't believe it! The kid fainted! Clark tried to revive him.

"Brainy? Brainiac 5! Come on. It's okay, you'll see. We'll save everyone. Awww, Brainy!"

It was quite a sight! Here was the Man of Steel cradling his broken friend like a child. It was over as quickly as it had started. The kid's eyes suddenly snapped open and he came back to himself. He looked around in disbelief as Clark helped him to his feet.

"You okay, Brainy? You had me worried."

I had tried to stay out of this whole mess! I tried to be the objective one here, but it was hard not taking sides. I respected Clark and I even liked playing surrogate Superman to Kara. The Brainiac kid had really grown on me too. He was arrogant and too sure of himself, but he had an innocence about him that made him likable enough. Seeing him like this was as painful to me as it was to Clark.

I knew the kid's type. People like him keep their feelings buried. All it takes is the right set of circumstances or words. Then, like a bomb, they explode with raw emotion…like what just happened. The outcome is almost never good. Brainiac 5 was embarrassed. He pushed Clark away and lowered his head.

"I think that it's time to go, Superman." He was talking in his normal even tone, but he couldn't look Clark in the eye.

He was about to activate his time travel gizmo when Clark closed his hand around Brainiac 5's fingers. The android looked up tentatively at him. There was sadness in Clark's voice.

"Go talk to her."

Brainiac 5 sighed. "Alright, Superman, for you."

"No, Brainy, for you."

Brainiac 5 nodded. He put on Kara's get-up and flew off. When he was out of sight, Clark's countenance fell and his shoulders were slumped. He walked wearily to the bleaches and sat down. Clark had been hit with a one-two punch. First, Kara's accusations and then Brainiac 5's nervous breakdown. Clark had such a big heart and this was too much even for the Man of Steel. His enemies knew that the quickest way to defeat him is to threaten someone he cares about or even an innocent by-stander. Even then, Clark was always thinking of a way to take advantage of the situation.

This time, there was no enemy and no bad guy to fight. There was no way around it. I watched as he sunk into despair. I could see the headlines: "The Man of Steel Defeated by Two Hotheaded Teenagers!" The byline would be, "And not so much as a speck of Kryptonite or a beam of red light in sight!"

* * *

Author's note. In just about every Legion comic book version out there, Brainiac 5 has had a mental breakdown or two (or three) and goes completely out of character! "Brain Drain" was paying homage to that. I'm just continuing the tradition! ;-) 

The Final Chapter: "Knowledge vs. Wisdom"

There's a reason why Shayera wasn't at the meeting. And yes, Superman will tell his side of the story.


	6. Knowledge vs Wisdom

**Knowledge vs. Wisdom **(Narrated by Brainiac 5)

_Chaos! Turmoil! Disorder! How did it come to this? What is happening to me?!_

The guilt of failing my mission was overwhelming. I felt myself slipping away. As I struggled to regain control, I saw them: Saturn Girl, Triplicate Girl, and Matter Eater Lad. They were all pointing at me, accusing me! I begged them for their forgiveness. They turned their backs on me and disappeared. Then I saw the Superman from the 41st century. His smile was Machiavellian!

"I told you before, 'Once a Brainiac, always a Brainiac.'"

"No. It's not true," I pleaded. How could it be true? I tried to do the right thing. "Everything I've done…it wasn't enough."

I vaguely remember Superman. His face was full of horror and concern. Then, there was darkness. Out of the void, a voice called out to me.

"I refuse to believe that a brilliant mind like yours could be so easily overtaken by this chaos! You will master your thoughts NOW, BRAINIAC!"

Suddenly, I became aware of my surroundings.

"You okay, Brainy? You had me worried."

_Superman? Was I lying down? How did that happen?_

I ran an internal diagnostic. I had lost consciousness and all 12 of my thought tracks had been in disarray. The last time that happened was during the disaster of undergoing the alignment without the collective mind. No one thought ill of me because of it. What about now? What did Superman think of me now? He helped me to my feet, but I couldn't look at him. I was about to activate the time bubble when he closed his hand around my fingers. It forced me to look up at him.

"Go talk to her."

He looked so sad. Was I the cause of his pain? I felt responsible for his state, and I would have done anything for him at that point.

"Alright, Superman, for you."

"No, Brainy, for you."

Reluctantly, I put on the pink jacket and Supergirl's cape-like headband. I really hated wearing that! It felt so undignified. I realized the lengths I had gone through just to spend more time with Superman and Supergirl. Very few humanoids could ever accuse me of being an irrational being. I always had to be the calm, controlled, and confident one never allowing a moment of emotional instability. My friends were waiting, but I had wanted to have one moment of happiness for myself. I actually enjoyed myself. I usually get this kind of enjoyment when I'm solving complex problems. However, I had let my guard down and had done so many irrational things. I gave away my name and the name of my ancestor Brainiac 2. Perhaps nothing would ever come of it. I looked down at the pink jacket. How could I allow myself to wear this? I was glad that the others could not see me like this.

I needed to process this and analyze my options. I landed by the Smallville billboard. It was about late afternoon when Kara and I had come here. After we had left the Kent's residence, it was about an hour before sundown. Now the sun was setting. When I would normally see the sun, I would ponder the rate of nuclear reaction of the hydrogen molecules to helium. This time, I "saw" the sun as if for the first time. It truly was a remarkable sight and was surprisingly comforting to watch.

I took out the bowl from the jacket pocket. Food was more of a luxury than a necessity. I enjoyed the variety of tastes and textures of different foods. As I finished off the last of Martha Kent's soup, I suddenly became aware of a presence above me.

It wasn't Supergirl. It was a woman with large eagle-like wings. She had been circling and now landed about 10 feet from me. At first, she just stood still. She looked at me as if trying to figure me out. Then, she reached to her side and drew her mace-like weapon. By all appearances, she was ready to attack. However, she had an almost tranquil expression on her face. Her grip on the mace was loose. Such posture suggested that she really didn't want to attack. Otherwise, her body would be tense in anticipation of a battle. I couldn't help but notice how she moved with such poise, grace, and confidence. Her name?

"Hmmm. Ah, yes. Shayera Hal, formally Hawk Girl, of Thanagar and one of the founding members of the Justice League."

"That's right. You don't seem surprised to see me." She walked toward me.

"Not at all. Superman said that something had come up. He seemed troubled. I surmised that my presence on the Watchtower did not go unnoticed."

She laughed softly.

"The last time they were this divided was when they were deciding whether or not I should stay in the League."

She continued to come closer and powered up her mace.

"Aren't you going to fight, Brainiac?" She lifted her mace over her head and was now standing a mere foot from me.

"No. If I did that, I would only live up to your skewed view of what a Brainiac is. Besides, I can tell that you really don't want to fight me."

She smiled and powered down her mace. Her smile was, I believe the correct term is, warm. She had a glow about her. Maybe it was the warm red tones from the setting sun. She had such a calming presence.

"Nice jacket."

"Can we not talk about that?" I said dejectedly and changed the subject. "You said that the founding members were divided."

"Flash, Martian, and I are on your side," she said.

"If you are on my side, then why the pretense?"

"I wanted to see for myself if you are the person you say you are."

"Am I?"

"That…" she cocked her head to the side, "And maybe more. How are you?"

"Adequate. Why are you here?"

She sighed and faced the sun.

"After you left the Tower, Batman showed us the surveillance tapes of you Superman, Supergirl, and Green Arrow. We had a rather heated discussion. I had to excuse myself." Her face contorted in disgust. "Sometimes I don't think I like where the League is headed. We seem to have become a law unto ourselves. I've learned the hard way that if you have to keep convincing yourself that you are doing the right thing, then you probably aren't doing the right thing."

"You haven't answered my question," I said indignantly.

She turned to me. "I've been monitoring you since you left the Kents' house. I've been thinking about your story, the one about the greater loss. I had to choose between my duty as a Thanagarian solider and the Earth. I just hope that you never have to make that choice."

"Doubtful. My people are not warriors. They just like to ponder theories. They never do anything practical. They leave practicalities up to their resident Brain InterActive Construct."

"Brain I.A.C. I get it." Then she continued. "I just don't want you to make the same mistake I did. I created lie after lie and layer after layer of facades. When my secret was exposed, it left me with a broken heart, a wounded spirit, and a broken dream." She seemed sullen for a moment.

"I am sorry about Thanagar, Shayera Hal, but I am not concerned about my past right now. It's Supergirl and Superman. I seem to be caught in the middle of something. I'm not sure what to do."

"I know a thing or two about that myself, but you didn't let me finish. When I heard your story, I contacted an old friend of mine on your behalf. He helped me find my path, and he is a man of wisdom."

"_Hmph_. I have a 12th level intelligence."

"That just means you're smart. It doesn't necessarily make you wise. Knowledge is just an accumulation of facts. Wisdom is its application. You've actually demonstrated that you are capable of such insight. You were able to recall a story from earth's lore. That is knowledge. You were able to see the story behind the story and were able to relate it to your life. That is wisdom. Wisdom is something that the Brainiac I know is not capable of."

"Indeed, Shayera Hal," a voice resounded from what seemed to be another dimension.

There was a bright yellow light. A man wearing a yellow cape appeared. I recognized his helmet as that belonging to…

"Dr. Fate, I presume?"

"Greetings, Brainiac 5."

"Your voice! It was you inside my head, wasn't it? You were the one telling me to master my thoughts."

"Your mind was full of chaos," he said simply.

"So, you helped me get control."

"No. You did that on your own. I merely gave you the key. To unlock the door, was up to you. Fear not. I did not delve too deeply into your psyche. Your secrets are still your own."

I realized what Shayera and Fate had done for me.

"I believe that I owe you my thanks, Dr Fate, and to you, Shayera Hal."

Shayera turned and shouted in the direction of a nearby cornfield. "Come on out! I think we're done here!"

I heard the sound of rustling and Supergirl emerged looking sheepish. Shayera look amused.

"You need to work on your stealth skills," said Shayera.

Supergirl nodded slowly. Dr. Fate walked up to Supergirl and put a hand on her shoulder.

"Be patient with Kal-El. He truly does love you."

Kara smiled. "I know. I love the big lug too."

"Farewell."

"Thanks, Doc."

Dr. Fate turned to me.

"You have a job to do. I suggest that you make haste and return to your time. Save your friends. Save our future."

Now it was my turn to nod slowly.

"Farewell." He disappeared in a flash of light.

"I should be going too." Shayera began to walk away. "I'm sure that John is ready to chew me out." She smirked.

I called out to her. "Wait! I need to know something."

"Yes?"

"You seem to be so content, so peaceful. How are you able to do it?"

"Most people go through their entire lives never knowing that peace. The best thing I can tell you is that you have to accept who you are and what has happened in the past. Then, you will be ready to change your present and face the future. It sounds cliché, I know, but it is true. I hope you find your peace, Brainiac 5. Good-bye."

She signaled the Watchtower and disappeared.

I felt tense being left alone with Supergirl. I still didn't know what to say to her. Our backs were to each other. There was an awkward silence.

"We have to look at each other at some point, Vril, if that is your name. Or is it Querl, Quill, or whatever?"

"It doesn't matter now."

_Okay, Brainiac 5, just get this over with._ We turned to each other at the same time. Again, there was an awkward pause but she spoke first.

"Look, I've had enough soul searching conversations for one day."

"Agreed."

"Plus, I don't want to get into another scuffle. Wouldn't want you to have another nervous breakdown." She spoke with her arms crossed and a mischievous smile on her face.

_How did my day end up being so horrible? _

"H-How did you know?"

"Give me some credit." She pointed to her ears. "Ever heard of super hearing? I didn't wander too far."

She took her cape back and unzipped the jacket.

"Is this wise? What if I'm seen?"

"Don't worry. It's getting dark and there's no one out here. This town is pretty much dead after sundown."

As she had twice before, she traced the symbol on my chest.

"Why do you like doing that?"

She smiled. "Why are all the smart ones so dumb?"

She was about my height. I was probably taller by a few inches. She just leaned forward and kissed me lightly on the lips. As she straightened up, she smiled wickedly.

"Supergirl, you do realize that I'm…"

"What? A robot? Yes. A Brainiac? Yes. A bundle of contradictions right down to the synthetic blonde hair? Ohhh, yeah! Maybe one day you will get over yourself and deal with it." She looked around and then picked me up.

"Nobody's watching, Brain Box. It's VROOM time!"

"It's what?"

The scenery passed me in a blur. When we stopped, she set me down. We were back at the high school stadium. There was a lamppost near the bleachers. Green Arrow and Superman were sitting by it playing some sort of card game. Superman turned to us. He seemed pleased to see Supergirl and me return together. He walked toward us as Green Arrow gathered up the cards.

"I'm still angry at you, Clark!" Supergirl pushed a finger into his chest.

He smiled. "I know."

I turned my attention to Green Arrow.

"You knew this would happen, didn't you." I wasn't asking a question.

His silence was deafening. It was frustrating.

"I have read every file on behavior and psychology on humans, Durlans, Titans, and over 20 other different species in the galaxy. Still, I was unable to foresee any of this. I guess there is something to be said for wisdom after all."

"Live and learn, Junior. Live and learn." He started shuffling his cards and looked at Supergirl. "Hey, Kara, how about we put an end to this semi perfect day with a friendly competitive game of Go Fish?"

"You're on, Robin Hood!"

She took his arm.

"Supergirl…Kara," I said.

She looked at me expectantly. I suddenly felt foolish, but I decided to say it anyway.

"Happy Sweet 16."

She kissed my cheek. Despite my inner resolve to never let her get to me again, I found myself smiling in spite of myself. Supergirl had broken through my defenses with a machine-like precision that would even make my people proud.

"See you in the history books, tapes, or whatever. 'Kay, Genius?"

I nodded and handed her the bowl.

"Give this back to Mrs. Kent. Tell her I said 'thank you.' By all that I am, thank you."

"Sure. Ready, Ollie?"

He nodded. "Don't worry, Kara, Brainiac 5 is in good hands."

Supergirl looked at me. "So is Clark," she smiled warmly. "Hit it, Mr. Terrific!"

As they disappeared, I sensed that under a different set of circumstances, Green Arrow, Supergirl, and I have met before. I had the briefest recollection that I was an organic being, and that Supergirl and I were together. Then, it was gone.

Now it was just Superman and me. There was so much to be said, but somehow we knew that this wasn't the time.

"Looks like we got more than we bargained for, huh." He stated.

"Indeed."

"I'm sorry." He avoided my gaze as he spoke.

"For what, Superman? You have not wronged me in any way."

He slowly looked at me and put his hands on my shoulders. "Ahh, Brainy, can I ever do wrong in your eyes? I've never done right by Kara. I keep pushing her away. I pushed you off on her just so I could avoid spending time with her. I wasn't being fair to either of you. Still, I don't think that I have ever seen you so happy. It's nice to see you smile."

"I am reminded of my mission, Superman. I erroneously let my emotions override my logic. I assure you that once again I am operating at my fullest capacity."

He released my shoulders, chuckled, and shook his head. "Yep. Same ol' Brainy. Let's go save our friends."

As I activated the Time Bubble, I suddenly felt a sense of peace. I don't recall ever having experienced this before. Was this what Shayera was talking about? It was a wonderful feeling and I was optimistic about our chances! We would help Saturn Girl and Matter Eater Lad. I felt that we could even save Triplicate Girl's other self. No villain, no war, and no tragedy could ever steal that moment from me. I then realized that I started feeling this way when I had focused on one thought; Superman was once again fighting with the Legion...with me.

**THE END**

**A/N:** When Brainy went back to get Superman, I bet that the conversation took no more than 15 or so odd minutes. I just wanted an excuse to do a Legion/Justice League crossover. _Tee Hee_.

My other posted story, "Shattered Illusions," is actually the epilogue to this story and is told from Superman's angst-like point of view. It was able to stand on its own as a separate story. Hope you enjoyed them both!

Finally, I wanted to give a shout out to Laura for inspiring me to write fanfiction again. She was my beta reader. You can check out her Legion fics (and many others) at distasis dot com.

You go, Girl!


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